2. Key Definitions
- “Brand” means a seller who offers to sell and/or sells its goods to Retailers through the Services.
- “Retailer” means a buyer who purchases goods through the Services for the purpose of resale.
3. Account Registration – Brand Account
- Brand Account. To sell goods through the Services as a Brand, you must submit an application to become a brand and be approved by Playback for an account (“Brand Account”), as further set forth in the General Terms. By accepting these Brand Terms and providing the requested information (including any necessary documentation evidencing product compliance and safety) during the Brand application process (as detailed in the General Terms), you authorize Playback and its affiliates and payment processors to settle and disburse funds to you and on your behalf. Playback will use good faith efforts to review your application to become a Brand as soon as possible. You acknowledge that Playback is only able to accept a limited number of Brands at any given time, and that Playback is not obligated to accept you as a Brand. You hereby release Playback from any liability regarding the acceptance process.
- Wholesale Relationships. Playback understands that Brands have sales representatives in certain territories. If you have such sales representatives, Playback will work with you to block off certain geographical areas where your sales representatives are located so that you do not receive orders from those geographical areas. To initiate geographical blocking, you will need to contact Playback by emailing email@example.com
- Shop Page. Each Brand has its own dedicated store page on the Site featuring its products (including descriptions and other pertinent information) (“Shop Page”). Playback will create and design your Shop Page with the information you provide (or you may do so yourself if certain self-onboarding features are available in our discretion). You agree that Playback may adjust, edit or remove Content you submit in order to comply with Playback’s internal specifications and requirements. Playback reserves the right to approve the final look and feel of your Shop Page in its sole discretion. To have Playback create your Shop Page, you must provide a line sheet, high resolution photography (product and lifestyle) and your minimum order number, all described below. Playback may ask for additional information as needed. As soon as your Shop Page is created, Playback will send you an activation email.
- Line Sheet. As part of the onboarding process, you are required and agree to submit to Playback a line sheet of your entire and complete wholesale product catalog containing the following information: (i) product name; (ii) individual or prepack; (iii) product variations; (iv) case size; (v) wholesale price by region; (vi) retail price; (vii) product descriptions; and (viii) whether products are active or inactive. The line sheet must be in accordance with Playback’s Product Guidelines.
- High-Resolution Photographs. You are required and agree to provide high-resolution photographs of your products. Photographs that could reasonably be considered objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful or otherwise inappropriate are prohibited. You shall submit all photographs as indicated by Playback, and Playback will select the best quality and most appropriate photographs for your Shop Page. Playback reserves the right to reject content that violates Playback’s guidelines or these Brand Terms.
- Order Minimums. You may set minimum order quantities for your products on a region-by-region basis. If you wish to have minimum order quantities, you agree to provide Playback with your first order and reorder minimums (together, an “Order Minimum”), which will be displayed on your Shop Page.
- Shipping Lead Time. You must set your typical shipping lead time, which should be an accurate estimation of your actual lead times and which you should use all reasonable efforts to meet. Playback reserves the right to adjust the shipping lead time, based on actual historical lead times. The lead time you set will be displayed on your Shop Page for the purpose of informing Retailers, who may rely on it when making a purchase. You must also enter an expected shipping date once orders are placed in order to approve/accept the order. You may edit your lead time in your Brand Account settings.
5. Content License, Representations and Warranties
- License. You hereby grant to Playback a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit your Content on, through or by means of the Services and any of Playback's advertising, marketing, publicity and other initiatives and events. Playback does not claim any ownership rights in any of your Content and nothing in these Brand Terms will be deemed to restrict any rights that you may have to use and exploit your Content. You hereby agree that Playback may at its option, grant a limited, revocable sublicense to Retailers to use your Content on their website for the sole purpose of promoting products purchased from you through the Services.
- Representations and Warranties. You acknowledge and agree that you are solely responsible for all Content that you make available through the Services. Accordingly, you represent and warrant that: (i) you are either the sole and exclusive owner of the Content that you make available through the Services or you have all rights, licenses, consents and releases necessary to grant to Playback the rights in such Content as contemplated under these Terms; and (ii) neither the Content nor your posting, uploading, publication, submission or transmittal of the Content or the use by Playback or a Retailer of the Content (or any portion thereof) on, through or by means of the Services or social media platforms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain inaccurate, misleading, libelous, misleading or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services, or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any Content you provide and its accuracy. Playback takes no responsibility and assumes no liability, and you hereby release Playback from any such liability related to any Content posted or otherwise made available by you, and you agree to indemnify Playback per the terms of the Indemnification section herein.
6. Product Listing and Compliance
- Product Listing. Playback requires each Brand to list their entire wholesale catalog, unless otherwise agreed in writing by Playback, and provide a description for each product. Playback reserves the right to accept or reject any products and has final discretion as to the content of the final Shop Page. Brand's available products will at all times comply with Playback’s Product Guidelines regarding prohibited products.
- Maximum List Price. Playback has a maximum price for products listed on the Services.
- Product and Content Compliance. All products made available on Playback, and related Content, must meet Playback’s Product Guidelines, found here. You acknowledge and agree to: (i) abide by Playback’s Product Guidelines and to refrain from making available any prohibited products identified in Playback’s Product Guidelines; (ii) comply with all applicable laws, rules and regulations, including safety, labeling, testing, warning, import/export and other consumer protection law requirements; (iii) not infringe upon or misappropriate the intellectual property, publicity or other rights of others; (iv) not provide any false, inaccurate or misleading information about your products; and (v) ensure that you have all necessary rights, licenses, permissions and consents to offer for sale and sell the products through the Services, including that they are allowed to be sold from your jurisdiction and into the Retailer’s jurisdiction. You acknowledge and agree that Playback is not responsible for determining whether you meet the above requirements, you hereby release Playback from any liability with respect thereto and agree to indemnify Playback as set forth in the Indemnification section set forth below. Failure to comply with Playback’s Products Guidelines may result in the temporary suspension or permanent termination of your Brand Account, in our sole discretion.
7. Product Pricing
- Pricing Consistency. You acknowledge and agree that your prices on your Shop Page will be consistent with all other wholesale and retail channels where your products can be found in the applicable region.
- Price Audits. You acknowledge and agree that Playback may perform routine price and content audits of the products listed on your Shop Page. That includes reviewing for wholesale and retail price consistency between your sites, and reviewing discrepancies that are communicated to us from Retailers. In the event a discrepancy is found, Playback may reach out to you and require certain action be taken to resolve the issue. If you fail to properly and/or timely respond to the discrepancy, Playback reserves the right to temporarily suspend or permanently terminate your Brand Account.
8. Title, Returns, Promotions
- Flash Title. With respect to Brands located in the United States, as soon as you accept an order from a Retailer, title to the product(s) in the order passes to Playback before passing to the Retailer. If the Retailer cancels the order prior to you shipping the order, or if the Retailer cancels the order because you have delayed shipping the order past the expected shipping date, then title passes back to you.
- First Orders with a Brand. Playback offers free returns on the first order placed with any Brand. From the date the order is placed, a Retailer has a limited period of time to return the product for a full refund. Any additional orders (reorders) from a Brand are not eligible for return unless otherwise determined by Playback in its sole discretion. However, Playback, not the Brand, takes on this return risk, as returned items will not be deducted from your payout for the order.
- Returned Products. Playback takes title to all products returned by a Retailer, subject to its return policies (not all products are eligible for return). Playback may, at its option, promote and distribute any returned products through its various redistribution channels. Retailers may purchase these returned products without meeting the Brand’s Minimum. You acknowledge and agree that Playback may promote and redistribute such products bearing your brand name through these and/or other avenues. If you do not want your returned products to be re-sold or redistributed by Playback, you may opt-in to our Buy-Back Program, where available, which will allow you to buy back your returned inventory subject to certain additional terms and conditions made available to you prior to opting in (Playback will also consider individual buy-backs in its reasonable discretion).
9. Commissions, Placement Fees, and Payout Schedule
- Acceptance of Terms. By accepting these Brand Terms, you acknowledge and agree to the commissions, fees, calculations and payout schedule set forth below. You agree and authorize Playback and/or its payment processors to deduct all commissions and fees due and owing from your payout amount, and to settle and transfer funds to your bank account.
- Percentage. Unless otherwise agreed by Playback in writing, Playback charges Brands a commission (the “Commission”) of 15% on all orders. Certain categories of products and a Brand’s location may result in a Commission structure different from the foregoing, which will be communicated to you during onboarding or creation of your Brand Account.
- Calculation. Commissions (including the first order surcharge) are calculated based on the dollar amount of the order total, excluding shipping costs. Any items that a Retailer marks as damaged or missing are deducted from the payout of the order (Playback does not receive a commission on these items). If you send a replacement for a damaged or missing item, Playback will pay you for the invoice value of the replacement item.
- Payout Schedule. Playback currently offers two types of payout accounts for U.S.-based Brands (international options may vary by region), at the Brand’s choice: (1) ACH Net 30; and (2) ACH Next Day. If you choose ACH Net 30, amounts owed will be transferred to your chosen bank account 30 days from the date the shipment has been scanned by your shipping provider and is in transit. There are no fees with ACH Net 30. You acknowledge and agree that you are not entitled to any interest or other compensation associated with this type of account. If you choose ACH Next Day, you will incur a 3% processing fee that is applied to the total order, including shipping costs, which amount will be deducted from your payout amount. With ACH Next Day, amounts owed will be transferred to your chosen bank account the day after the shipment has been scanned by your shipping provider and is in transit. It is anticipated that funds for either payout account will appear within 1 to 2 business days of being processed. Playback is not responsible for any actions taken by your bank that may result in some or all of the funds not being made available to you. Playback reserves the right to suspend payouts to your bank account due to pending disputes, excessive chargebacks or refunds and/or other improper or illegal activity.
In addition, as set forth below, Playback will reimburse you for your shipping costs.
10. Shipping - Costs, Lead Times, Shipping Providers, Damaged Goods
- Shipping Costs. Brands have the option to use “Ship with Playback” for Playback negotiated discounted shipping rates. Playback reimburses Brands only for shipping costs incurred by Brand if Brand chooses to ship on its own account and not with Playback. Shipping costs will appear on a Retailer’s invoice and shall reflect the actual shipping costs incurred by the Brand. Shipping costs may not be inflated in any way.
- Tracking Number. You will be asked by Playback for, and you agree to provide within your account, tracking information for each order. If an order is shipped in multiple packages, you agree to provide tracking numbers for each package. When you input the tracking number(s), Fashion Play will automatically send an email to the Retailer letting them know the order is on its way. Although not required, Fashion Play recommends that you require a signature for your shipments to ensure delivery and provide evidence that an order was in fact received.
- Damaged or Missing Goods. Retailers are responsible for reaching out to you through the Services to try to resolve issues relating to damaged or missing items in an order. Playback will notify you if a Retailer reports to Fashion Play directly that a product is damaged or if an order is missing items. Fashion Play will pass along any photographs of any damaged item or of the order as a whole that it receives. You acknowledge and agree that you alone are responsible for resolving the issue, including making a claim with your shipping provider, and you hereby release Fashion Play from any liability with regard thereto. Fashion Play reserves the right to deduct payouts or charge the bank account associated with your account related to items that are reported as damaged or missing. You have the right to dispute the charge with Fashion Play but we reserve the right to reject any dispute/claim created by you about the charge.
- Shipping Insurance. Playback does not require you to purchase shipping insurance. However, Playback strongly recommends that you do so in order to facilitate any shipping dispute you have with a Retailer.
11. Inventory, Orders, Recalled Products
- Inventory. You agree to keep sufficient inventory on hand for products advertised as being available, and to keep inventory numbers current. You agree to promptly remove any products that are discontinued or are out of stock through your Brand Account portal. It is your responsibility to keep your product catalog current and up-to-date based on availability (whether items are back-ordered or discontinued).
- Orders. Playback will send you an email each time a Retailer places an order for your products. Your Brand Account will also be updated with new order details. You will be able to review the order details, edit inventory availability and accept or cancel the order. You must accept or cancel an order within 2 business days of receiving the email notifying you of the order. If you cancel an order, you will be asked to provide a reason for not being able to fulfill the order. Consistent order cancelation may result in the temporary suspension or permanent termination of your Brand Account, in our sole discretion.
- Right to Refuse. You have the right to refuse any order by a Retailer for any reason. Consistent refusal may impact your visibility and search placement within the Services to Retailers.
- Recalled Products. You agree to immediately inform Playback if any of your products have been recalled, giving at least the following information: (i) product name; (ii) SKU number or other identifying number; (iii) number of units sold to Retailers; (iv) purpose of recall; and (v) any other information necessary so that the products may be properly and quickly recalled.
- No Circumvention. Once an order has been placed through your Shop Page by a Retailer, you agree that you will fulfill all orders placed by such Retailer through the Services. You further agree to not influence Retailers to transact offline outside of the Services in any manner, or otherwise circumvent Playback’s process in order to transact orders with Retailers who were introduced to you through the Services offline or outside of the Services in any manner. Playback reserves the right to deactivate or terminate your account if you fail to abide by these terms.
- Pause Mode. If you are going on vacation, or are unable to accept new orders for a period of time, you may pause your Shop Page for up to 12 weeks at a time using “Pause Mode” found in your Brand Account tab. You will still be able to access your Brand Account and we encourage you to fulfill any orders you have already accepted while on “Pause Mode.”
12. Commitment to Quality and Service
- Minimum Standards. Brand and Retailer satisfaction is of utmost importance to the long-term health and success of the Playback community. Accordingly, Brands are subject to the following minimum standards in connection with the Services:
- To accurately list and describe available products on your Shop Page;
- To timely accept or cancel an order from a Retailer;
- To timely fulfill and ship orders to Retailers using a reputable shipping provider;
- To promptly and effectively respond to Retailer inquiries; and
- To promptly resolve missing or damaged orders with a Retailer.
- Metrics. You acknowledge and agree that in order to ensure that you are meeting the foregoing Brand’s minimum standard requirements, Playback will track and measure your performance using a variety of metrics, including collecting reviews and ratings from your Retailers. Reviewed individually and as a whole, these metrics help Playback determine whether you are meeting Playback’s expectations on delivering a great experience for the Retailers. Such metrics also include:
- Accuracy of product listings;
- Catalogue completeness;
- How often your shipments are later than the expected shipping date;
- How often you provide a valid tracking number;
- How long it takes you to accept or cancel new orders;
- How often your orders are reported as damaged or missing goods:
- How often your products are on backorder, returned or canceled;
- How promptly and effectively you respond to Retailer inquiries;
- How promptly and effectively you resolve missing or damaged orders with a Retailer.
- Volume Considerations. Playback takes volume consideration into account when calculating metrics. For example, if a Brand has only 10 orders, and 1 was damaged, then the damaged order rate is 10%. While that metric is technically over Playback’s target, it does not necessarily reflect an actual problem with performance given the low volume of orders.
- Evaluation. Playback typically evaluates a Brand’s performance using the above metrics on an ongoing monthly basis, and more frequently during high volume periods such as the holiday selling season. The length of time between reviews depends on the volume of transactions of each flagged Brand Account and/or the extent of available data. Playback reserves the right to adjust its evaluation criteria as needed.
- Accountability. If Playback determines that you are not meeting the minimum standards of quality and service, Playback may reach out to you in an attempt to resolve the issue and/or temporarily suspend or permanently terminate your Brand Account. Playback also reserves the right to put limits on your Brand Account, lower your visibility and/or search placement across the Services, limit your ability to sell with new Retailers until you resolve outstanding issues, and/or deny signing up any affiliated, related or duplicate accounts.
- Suspended Accounts. If your Brand Account is suspended for performance issues, you may appeal for re-activation by providing Playback with a plan of action for correcting the problems that contributed to the account being flagged and suspended. If Playback in its sole discretion approves the plan of action, you may resume selling through the Services. If you believe that the flag on your Brand Account is erroneous, you may contact Playback and explain why.
13. PromotionUnless you opt out as set forth below, Playback may feature certain Brands, products and Content at the top of their respective category, on Playback’s landing pages, in advertisements, email, social media accounts or in any other channels or media in its discretion. Playback may choose to bid on Brand brand names and keywords relating to the Brand’s products in advertising products and may create SEO optimized pages or campaigns for Brand brands. Playback shall not be liable for any pricing or availability of a particular product featured in a particular ad or marketing. If you do not want to participate in the Marketing and Advertising Program, please email support team at firstname.lastname@example.org. Playback may also offer Brands email marketing tools to use for their business. Additional terms and conditions may apply, including that all account leads must be sourced by you directly (purchasing lead lists from third parties is not permitted), the tools are not to be used for spam, and Playback reserves the right to throttle or limit the number of emails sent to Retailers via such tools.
14. Playback MessengerRetailers and Brands may contact each other directly through Playback Messenger on the Services. You agree to use Playback Messenger only for legitimate business purposes, such as responding to a Retailer’s question about your products or the status of an order, or to resolve business issues. You agree to not abuse Playback Messenger, to use it only as is reasonably necessary and to not use it for the purpose of harassment or other improper purposes. If you are not able to answer a Retailer’s question or resolve issues, you may contact Playback directly.
15. Product Liability Insurance
All Brands are required to maintain, at their own cost and expense, general commercial liability insurance (including comprehensive product liability) with respect to its products listed on Playback in such amount as is reasonable and customary for companies of comparable size and activities. Playback reserves the right to request proof of such insurance coverage and other relevant information at any time.